ServiceMagic 2010 Annual Report Download - page 130

Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the
courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a
judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this
Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.
7A. COUNTERPARTS . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all
of which together will constitute one and the same instrument.
8A. STANDARD TERMS AND CONDITIONS . Executive expressly understands and acknowledges that the Standard Terms and
Conditions attached hereto are incorporated herein by reference, deemed a part of this Agreement and are binding and enforceable provisions of
this Agreement. References to “this Agreement” or the use of the term “hereof” shall refer to this Agreement and the Standard Terms and
Conditions attached hereto, taken as a whole.
9A. SECTION 409A OF THE INTERNAL REVENUE CODE .
(a) The date of Executive’s “separation from service”, as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the
“ Code ”), and the rules and regulations issued thereunder (“ Section 409A ”) (and as determined by applying the default presumptions in Treas.
Reg. §1.409A-1(h)(1)(ii)), shall be treated as the date of his termination of employment for purposes of determining the time of payment of any
amount that becomes payable to Executive under this Agreement and under any Plan upon his termination of employment and that constitutes a
deferral of compensation subject to Section 409A after taking into account all exclusions applicable to such payment under Section 409A.
(b) To the extent any payment otherwise required to be made to Executive hereunder or under any Plan on account of his separation from
service constitutes a deferral of compensation subject to Section 409A after taking into account all exclusions applicable to such payment under
Section 409A, and Executive is a “specified employee” (within the meaning of Section 409A) as of the date of his separation from service, then
such payment shall not be made prior to the first business day after the earlier of (i) the expiration of six months from the date of Executive’s
separation from service for any reason other than death, or (ii) the date of his death ( such first business day, the “ Delayed Payment Date ”). On
the Delayed Payment Date, there shall be paid to Executive or, if he has died, to his estate, in a single cash lump sum, an amount equal to the
aggregate amount of all payments delayed pursuant to the preceding sentence, plus interest on such delayed payments for the period of such
delay computed at the then applicable borrowing rate of the Company as of the commencement of such delay. In no event shall the Company be
required to pay Executive any “gross-up” or other payment with respect to any taxes, interest or penalties imposed under Section 409A with
respect to any benefit paid to Executive hereunder.
(c) To the extent permitted under Section 409A, the Company also agrees to take any reasonable steps requested by Executive to avoid
adverse tax consequences to Executive resulting from the failure of the terms of this Agreement or any Plan to comply with Section 409A or any
operational failures to comply with the requirements of Section 409A in connection
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